These Terms of Service govern your use of the website located at https://www.tocoba.ga and any related services provided by Tocoba.ga. By accessing https://www.tocoba.ga, you agree to abide by these Terms of Service and to comply with all applicable laws and regulations. If you do not agree with these Terms of Service, you are prohibited from using or accessing this website or using any other services provided by Tocoba.ga. We, Tocoba.ga, reserve the right to review and amend any of these Terms of Service at our sole discretion. Upon doing so, we will update this page. Any changes to these Terms of Service will take effect immediately from the date of publication. These Terms of Service were last updated on 25 June 2022.

Limitations of Use: By using this website, you warrant on behalf of yourself, your users, and other parties you represent that you will not: modify, copy, prepare derivative works of, decompile, or reverse engineer any materials and software contained on this website; remove any copyright or other proprietary notations from any materials and software on this website; transfer the materials to another person or “mirror” the materials on any other server; knowingly or negligently use this website or any of its associated services in a way that abuses or disrupts our networks or any other service Tocoba.ga provides; use this website or its associated services to transmit or publish any harassing, indecent, obscene, fraudulent, or unlawful material; use this website or its associated services in violation of any applicable laws or regulations; use this website in conjunction with sending unauthorized advertising or spam; harvest, collect, or gather user data without the user’s consent; or use this website or its associated services in such a way that may infringe the privacy, intellectual property rights, or other rights of third parties.

Intellectual Property: The intellectual property in the materials contained in this website are owned by or licensed to Tocoba.ga and are protected by applicable copyright and trademark law. We grant our users permission to download one copy of the materials for personal, non-commercial transitory use. This constitutes the grant of a license, not a transfer of title. This license shall automatically terminate if you violate any of these restrictions or the Terms of Service, and may be terminated by Tocoba.ga at any time.

Liability: Our website and the materials on our website are provided on an 'as is' basis. To the extent permitted by law, Tocoba.ga makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property, or other violation of rights.

In no event shall Tocoba.ga or its suppliers be liable for any consequential loss suffered or incurred by you or any third party arising from the use or inability to use this website or the materials on this website, even if Tocoba.ga or an authorized representative has been notified, orally or in writing, of the possibility of such damage. In the context of this agreement, “consequential loss” includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity, or otherwise. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

Accuracy of Materials: The materials appearing on our website are not comprehensive and are for general information purposes only. Tocoba.ga does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on this website, or otherwise relating to such materials or on any resources linked to this website.

Links: Tocoba.ga has not reviewed all of the sites linked to its website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement, approval, or control by Tocoba.ga of the site. Use of any such linked site is at your own risk and we strongly advise you make your own investigations with respect to the suitability of those sites.

Right to Terminate: We may suspend or terminate your right to use our website and terminate these Terms of Service immediately upon written notice to you for any breach of these Terms of Service.

Severance: Any term of these Terms of Service which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity of the remainder of these Terms of Service is not affected.

Governing Law: These Terms of Service are governed by and construed in accordance with the laws of Florida. You irrevocably submit to the exclusive jurisdiction of the courts in that State or location.

Agreements. Company is a Business Advisory and Marketing Agency Services Provider who provides it services (including but not limited to IP, Brand Creation, Company Name Creation, Logo Creation, Insignias, Icons, Badges, Cover Photos, Tag Lines, Website Imagery, Print Design, Brand Consulting, Flyers, Business Cards, Brochures, Social Media Collateral, Custom Business Forms, Fractional CMO advising, project management, website development) to commercial businesses; Whereas, Client has conducted its own research and diligence and is of the opinion that Company has the necessary qualifications, expertise, and abilities to provide services to Client; Whereas, Client agrees to retain some or all of the offered services which Company represents to its customers set forth in Section 1 below; and NOW, THEREFORE, in consideration of the mutual agreements and promises contained herein, the receipt and sufficiency of which consideration is hereby acknowledged, the Parties agree as follows: Scope of Services (“Services”) Client agrees to select and Company agrees to perform only the Services selected by Client set forth in Exhibit A attached hereto, which is incorporated by reference to Agreement as if set out fully in Agreement. Exhibit A or agreed upon email correspondence outlines the Services that Company can provide to Client. The Services referenced herein are not an exhaustive list of Services Company can provide; thus, Client may request Company to perform a service that is not referenced herein; however, the Parties agree to draft an Amendment signed by both Parties outlining any services requested by Client of Company that are not referenced herein. Client agrees to select (indicated by marking the letter “X” in the blank space provided next to each Service so as to indicate the Service(s) Client is retaining from Company) as many of the offered Services for which Client is retaining Company. Client agrees to perform selected Services for Client for a fee referenced in the Fee Schedule titled in Exhibit B attached hereto and incorporated by reference to Agreement as if set out fully in Agreement. Client further agrees that under no circumstances will payment (as selected in Exhibit B) to Company for Services under Agreement be connected in any manner to project deliverables, milestones, progress payments, or payments of a similar nature. Grant of Authority. Agreement hereby expresses that Client will disclose information necessary to perform Services to Company and grants to Company the right to access Client information commencing on the effective date herein and ending on said termination date (or end of Services) agreed upon by the Parties herein. Duty to Cooperate and Standards of Conduct. Company agrees to use best efforts to provide Client with qualified Services possessing the requisite education, training, experience, and skills necessary to perform the Services. Company and Client will observe the highest standard of integrity, good faith and fair dealing with members of the public and each other. Company and Client will not do anything that would tend to discredit, dishonor, reflect adversely upon or in any manner injure the reputation of the other. Further, Client understands that the relationship created by Agreement is intended to be solely one of independent contracting parties and not of principal and agent, employer and employee, or similar obligation, and that this will be a collaborative, professional relationship of equals where mutual professional respect, courtesy and consideration are expected. Due to the virtual nature of the relationship, Client understands the importance of communication, especially via email, and agrees to respond to questions, requests and communications from Company in a timely manner. For Clients electing to be Retainer Clients, Retainer Clients acknowledge and agrees all communication with Company must be in writing over the application ‘Slack,’ unless otherwise directed by the Company. No text message or information from any other social media or online platform for transactions with Company shall add to or vary the terms and conditions of Agreement. Client understands that Company is a business with other clients to serve, and requires fair, realistic notice in order to attend to requests and projects. Poor planning or miscommunications on the part of the Client will not constitute an emergency for Company. Client understands that Company may require detailed clarification of projects in order to meet expectations and provide the best support and highest quality work. Client acknowledges and agrees that Company is available for contact only during business hours of operation, which are 9:00am until 6:00pm – Monday through Friday. Company is not available for contact on weekends and non- business hours; this includes in-person meetings, phone, text messages, email, social media, or other applications. If Client is in need of communication outside of hours of operation, Client must schedule with Company and obtain consent ahead of time to contact Company during non-business hours. Term and Rights of Termination. The term of Agreement shall commence as of the date it is executed in writing by Client and Company, and shall continue for a period of one (1) year or until the completion of the Services. Agreement shall not be automatically renewed for an additional one (1) year period after the initial one (1) year period; instead, the parties agree to renegotiate terms and sign a new agreement after the expiration of Agreement if so desired. This may include different terms and conditions than as stated herein that the parties must mutually agree to. Either party may terminate Agreement without cause by providing ninety (90) day’s written notice to the other with outstanding invoices within the exiting 90 day exit to be fulfilled. Refunds or chargebacks are not permitted unless Company provides written agreement for concession. Subject to any provisions to the contrary agreed upon between the Parties in Exhibit B or any addenda, in the event Client terminates the Agreement, Client agrees any payments it provided upfront to Company are non-refundable due to the fact that Company may have already begun performing work on the Services. Client reserves the right to provide a refund to Client at its own discretion. Ownership of Work Product and Customer Review. Until all payment in full for all services rendered is made to Company, Client agrees Company retains an exclusive right to ownership of all work and ideas resulting from the Services provided by Company, which may include all intellectual property ideas, drawings, art work, research and development, software, web development, script, social media sites, and related works (hereinafter “Work Product”). Company’s right to withhold Work Product before payment is at the will of the Company. Compensation. Client agrees to pay Company for the Services selected by Client in accordance with its payment selection(s) in Exhibit B or correspondence via email agreed upon. In the event Client is delinquent on any payment obligation to Company, Client acknowledges and agrees Company retains the right to suspend all Services, any advertising accounts, social media accounts, mapping accounts, and any other related work product. Once all payments on Client’s account are paid in full and up to date, Company will reinstitute and reactivate the Services and any applicable accounts and work product. Upon completion of the Services hereunder Agreement and Client’s has tendered all payments owed to Client for the Services, Company will transfer ownership over all work product, including digital property, work files, and other Services selected by Client. After the term of Agreement, unless otherwise instructed, Company may, but solely in connection with marketing examples of services to customers for future business opportunities and promotional purposes, display or divulge to a third party the work product that is a direct result of the Services provided by Company to Client during the term of Agreement. Company shall under no circumstances publicly advertise the work product for profit that are a direct result of the Services provided by Company to Client in any manner without prior written approval of Company. Indemnification and Limitation of Liability. Client shall indemnify, defend and save Company harmless from any and all suits, costs, damages or proceedings, including, but not limited to, Company’s services, pertaining to any and all litigation in which the Client is a party. Client shall pay all expenses incurred by Company including, but not limited to, all attorneys’ fees, costs and expenses incurred should Company be named a party in any litigation to which Client is a party. Client shall further indemnify and hold harmless Company and its agents, officers and directors from liability for any and all claims, costs, suits and damages, including attorneys’ fees arising directly or indirectly out of or in connection with the operation of Client, and from liability for injuries suffered by any person relating to the Client. Agreement to indemnify Company is not limited to any acts or omissions, statements or representations made by Company in the performance and/or nonperformance of Company’s duties hereunder and relating to all contractual liabilities, which may be alleged or imposed against Company. Client agrees Company is relying upon Client’s representations and warranties regarding the information, marks, pictures, and ideas presented to Company are not in violation of any intellectual property law – establishing the right of indemnification of Company. All reasonable precautions will be taken to safeguard the property (if any) entrusted to Company. In the absence of gross negligence, however, Company will not be held liable for loss, destruction or damage of any kind resulting from items which are lost or delayed in transit, whether such transit is electronic, fax, mail or otherwise, nor for unauthorized use by others of such property. Company will not be held liable for any loss or damage, incidental, punitive, consequential or indirect damages, including without limitation damages for loss of profits, business interruption, loss of information, plagiarism, etc. Company will not be held liable for unforeseen or typographical omissions or errors.Compliance. During the term of Agreement Client and Company agree to comply with all applicable federal and state laws and regulations relating to the provision of the Services.Errors and Omissions. Company shall not be responsible for the errors and omissions of Client and Client hereby agrees to indemnify and hold Company harmless for any errors or omissions of Client that Client claims may cause it harm or business losses of any form.Notice. Notice to be given pursuant to Agreement shall be in writing, delivered personally or by facsimile, e-mail, professional courier or certified, registered or express mail, postage prepaid to the respective addresses set forth herein or at such other addresses as shall be given in writing by either party to the other. All notices, requests, demands or communications shall be deemed effective upon the earlier of (a) the date such notice has been received; (b) the next calendar day if sent by facsimile, telex, telegram or e-mail; (c) three (3) calendar days after delivered to a professional courier service; (d) or five (5) calendar days after deposit with the United States Postal service if sent by certified or registered mail, return receipt requested.Non-Solicitation. During the term of Agreement and for a period of one (1) year thereafter, Client shall not solicit for hire or contract with, whether directly or indirectly, any Company employee, consultant, or contractor introduced to Client pursuant to Agreement without first seeking Client’s consent and release to do so.Force Majeure. If because of force majeure, Company is unable, wholly or in part, to carry out any of its obligations under Agreement, then those obligations shall be suspended for the duration of the force majeure and the effect thereof, Company shall incur no liability by reason of its failure to perform the obligations so suspended, provided, however, that the disabling effect of such force majeure shall be eliminated as soon as and to the extent reasonable possible. The term “force majeure” as used herein shall include switch, radio or cable cut, acts of God, riots, insurrection, war, labor dispute, fire, flood, explosion, orders or acts of military or civil authority, and any other cause beyond foreseeability and Company’s control. Successors and Assigns. Agreement shall be binding on Client and its respective successors and assigns; but, Client may not assign Agreement, whether by operation of law or otherwise, without the prior written consent of Company. Company may terminate Agreement in the event of a change in control of Client or significant corporate change, which occurred without Company’s prior written consent.No Waiver. No waiver of any of the provisions of Agreement shall be binding unless it is in writing and signed by the party making the waiver.Confidentiality. Agent must sign a mutual Non-Discloser Agreement (NDA) with Company concurrent with the execution of Agreement. The Parties shall not use any proprietary information received from the other, or any of their affiliates for any purpose other than performance hereunder and shall not disclose to any third party during the term of Agreement, or during the two (2) year period after the termination, any of the terms and conditions set forth in Agreement (including but not limited to, compensation related terms) and any confidential information learned as a result of Agreement unless such disclosure is lawfully required by a federal governmental agency or a duly authorized subpoena dealing with legal proceedings establishing the right and obligations under Agreement. Anything to the contrary notwithstanding and without limitation upon other available remedies, the aggrieved party reserves the right to terminate Agreement immediately upon delivering written notice to the other of any breach hereof or any non-permitted third party disclosure hereunder, and each Party agrees that the aggrieved Party will be entitled to injunctive relief thereto together with any damages it sustains. Both Parties expressly agree that before any actions will be taken, there will be notice provided with the opportunity to be heard.Dispute Resolutions and Arbitration. If the parties are unable to resolve any controversy or claim or dispute arising out of or related to Agreement in a good faith manner without court intervention, the dispute shall be settled by arbitration in accordance with the commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall take place in Hillsborough County, Tampa, Florida.For all disputes arising under Agreement, arbitration shall be the exclusive remedy. Resort to any court or federal or state commission is prohibited except in accordance with Agreement to enforce the arbitration award. The parties will equally split the initiation cost of Arbitration in two (2) equal shares (50-50); subsequently, each party shall be responsible for its own expenses relating to any proceeding under this section unless the arbitration decisions states otherwise. An independent third party will select the arbitrator for the Parties.Entire Agreement. Agreement, inclusive of all attached exhibits and addenda, constitutes the entire Agreement between the parties with respect to the subject matter hereof and all prior agreements and representations of the parties respecting the subject matter hereof, whether written or verbal, are merged herein and shall be of no further force or effect. Agreement cannot be changed or modified except by an instrument in writing signed by authorized representatives of both parties. If any provision of Agreement is declared void or otherwise unenforceable, such provision shall be deemed to have been served from Agreement, which shall otherwise remain in full and effect.Governing Law. Agreement is and shall be governed by and construed accordingly to the laws of the State of Florida. Within the parameters of Agreement, the State Courts in Hillsborough County, Tampa, Florida shall have exclusive jurisdiction and venue over all controversies arising out of Counterparts and Electronic Signatures. Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same Agreement. The counterparts of Agreement and all Ancillary Documents may be executed and delivered by facsimile or other electronic signature by any of the parties to any other party and the receiving party may rely on the receipt of such document so executed and delivered by facsimile or other electronic means as if the original had been received. Severability: In the event that any section of Agreement is found by a court of competent jurisdiction to be invalid, unenforceable, or void, then the remaining provisions shall continue in full force without being impaired or invalidated in any way.